United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

EAGLE MATERIALS INC.

3811 Turtle Creek Blvd, Suite 1100
Dallas, Texas 75219

(Name of issuer and address of principal executive office)

 

 

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

AT DECEMBER 31, 2007 AND 2006
AND FOR THE YEAR ENDED DECEMBER 31, 2007

		PAGE NO.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
AUDITED FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits			2
Statement of Changes in Net Assets Available for Benefits			3
Notes to Financial Statements			4
SUPPLEMENTAL SCHEDULE:
Schedule H; Line 4i – Schedule of Assets (Held at End of Year)			14
Consent of Ernst & Young LLP

Report of Independent Registered Public Accounting Firm

The Administrative Committee
Profit Sharing and Retirement Plan of Eagle Materials Inc.

We have audited the accompanying statements of net assets available for benefits of the Profit Sharing and Retirement Plan of Eagle Materials Inc. as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2007, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

Dallas, Texas
June 26, 2008

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

		December 31
		2007				2006
Assets:
Investments in the Eagle Materials Inc. Plans Master Trust, at fair value		$	44,674,397			$	43,623,947
Participant loans			350,808				203,451
Net Assets Available for Benefits, at fair value			45,025,205				43,827,398
Adjustment from fair value to contract value for fully benefit-responsive investment contracts held by a common/collective trust (Note 2)			22,070				21,597
Net Assets Available for Benefits		$	45,047,275			$	43,848,995

See accompanying notes to financial statements.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2007

Additions:
Participating Employers’ contributions		$	2,407,272
Participant contributions			2,049,799
Participant rollovers			415,017
Interest in the Eagle Materials Inc. Plans Master Trust investment income			1,999,153
Interest income on participant loans			20,204
Total Additions			6,891,445
Deductions:
Distributions to participants			5,683,755
Administrative expenses			32,387
Total Deductions			5,716,142
Transfer in from the Eagle Materials Inc. Hourly Profit Sharing Plan			22,977
Net Increase			1,198,280
Net Assets Available for Benefits:
Beginning of year			43,848,995
End of year		$	45,047,275

See accompanying notes to financial statements.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007

NOTE 1. DESCRIPTION OF THE PLAN

The following description of the Profit Sharing and Retirement Plan of Eagle Materials Inc. (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan, adopted April 1, 1994 and amended and restated January 1, 2001, is a defined contribution retirement plan covering eligible employees of Eagle Materials Inc. (“the Company” or “Eagle Materials”) and eligible employees of certain subsidiaries of the Company, which have adopted the Plan with the Company’s consent. The Company and certain subsidiaries collectively comprise the “Participating Employers”. The Plan is administered by an Administrative Committee (“the Committee”) appointed by the Board of Directors of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Participants enter the Plan, for profit sharing purposes, on the first January 1 or July 1 after their date of hire. All salaried employees of Participating Employers are eligible to participate in the Plan provided the employee is not a member of a group or class of employees covered by a collective bargaining agreement, unless such agreement extends the Plan to such group or class of employees. There are no such employees at December 31, 2007.

Contributions

The Plan permits participants to contribute pre-tax up to 70% of their compensation, up to a statutory limit, as defined by the Plan, to a 401(k) account upon the date of hire. The Plan also permits participant voluntary (after-tax) contributions of up to 10% of compensation, as defined by the Plan. Total contributions to a participant’s account are limited to a maximum of 100% of compensation (or $45,000, whichever is less) for participant contributions, Participating Employers’ contributions and participant voluntary (after-tax) contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit and defined contribution plans.

Employer discretionary profit sharing contributions are made by the Participating Employers as determined by their respective Boards of Directors. Profit sharing contributions are made to all qualifying participants employed on December 31 of each year, and are allocated to participant accounts on a pro rata basis determined by each participant’s number of hours worked.

The Participating Employers, at their sole discretion, may also make qualified non-elective contributions to the Plan. No such qualified non-elective contributions were made for the 2007 plan year. Forfeitures may be used to reduce employer profit sharing contributions or administrative expenses of the Plan. Forfeitures of $85,000 were used to reduce employer discretionary profit sharing contributions remitted to the Plan during the year ended December 31, 2007.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007

NOTE 1. DESCRIPTION OF THE PLAN (continued)

Participants direct the investment of their accounts into various registered investment company funds, a common/collective trust fund or the Eagle Materials Common Stock Fund (“the EXPSF”). Another fund, the Centex Common Stock Fund (“the CCSF”), exists for those employees who chose to retain their balance in this fund upon transfer of all of their balances from the Profit Sharing and Retirement Plan of Centex Corporation to the Plan in 1994. No additional contributions to the CCSF are permitted. Both the EXPSF and CCSF are unitized stock funds.

Participants may allocate up to 15% of employer and participant (before- and after-tax) contributions to the EXPSF, whereas up to 100% may be allocated to any other investment option (except the CCSF) offered by the Plan.

Vesting

For Employer Profit Sharing Contributions made with respect to Plan years beginning on or before December 31, 2006:

Years of Service		Vested Percent
Less than 2			0	%
2			10	%
3			20	%
4			40	%
5			60	%
6			80	%
7 or more			100	%

For Employer Profit Sharing Contributions made with respect to Plan years beginning on January 1, 2007:

Years of Service		Vested Percent
Less than 2			0	%
2			20	%
3			40	%
4			60	%
5			80	%
6 or more			100	%

If a participant terminates service when the participant’s vested accrued benefit is zero, the participant is deemed to have received a distribution of such vested benefit as of the last day of the Plan year in which he/she incurs a break in service.

Participants are always fully vested in their participant and voluntary contributions, related earnings, and participant rollovers, as well as being fully vested in the event of full and permanent disability or death.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007

NOTE 1. DESCRIPTION OF THE PLAN (continued)

The Plan provides for distributions when a participant terminates employment and the present value of the participant’s vested accrued benefit is equal to or less than $5,000. A summary of such provisions follows:

	•		Upon termination of service, if the fair value of a participant’s vested accrued benefit is $5,000 or less, the Committee shall direct Fidelity Management Trust Company (“the Trustee”) to distribute the present value of the participant’s vested balance in a single sum. In the event of a mandatory distribution greater than $1,000 (but less than $5,000), if the participant does not elect to have such distribution paid directly to an eligible retirement plan or to receive the distribution, then the Committee will pay the distribution in a Direct Rollover to an individual retirement plan designated by the Committee.
	•		If a participant terminates service when the participant’s vested accrued benefit is zero, the participant is deemed to receive a distribution of his entire vested accrued benefit as of the day of termination.

Participant Loans

Active participants may borrow up to 50% of the vested portion of their accounts, not to exceed $50,000, with Committee approval, as defined by the Plan. Loans may only be made for certain approved events, as defined by the Plan. Loans are collateralized by participant accounts. Such loans bear interest at a rate that approximates market rates and are repayable to the Plan within five years.

Administrative Expenses

Certain administrative expenses of the Plan are paid by the Company. The Plan is not required to reimburse the Company for any administrative expenses paid by the Company. Expenses not paid by the Company are paid by the Plan.

Distributions

In accordance with the Plan document, distribution of a participant’s vested account is available upon the participant’s retirement, death, disability, termination of employment, or attainment of age 59¹/2; or distribution is available to satisfy a financial hardship meeting the requirements of the Internal Revenue Service (“IRS”) regulations. Distributions are made in a lump-sum payment, a direct rollover distribution, or a combination thereof.

Plan Termination

Although there is no intention to do so, the Company has the right to discontinue contributions and terminate the Plan subject to the provisions of ERISA. The Plan provides that, in the event of plan termination, participants will become fully vested in their Participating Employers’ contributions, and the method of distribution of assets will be in accordance with the provisions of ERISA.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting. Distributions to participants are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Valuation of Investments

All of the Plan’s investments, except for participant loans, are commingled with the investments of the Eagle Materials Inc. Hourly Profit Sharing Plan (“the Eagle Hourly Plan”) in the Eagle Materials Inc. Plans Master Trust (“the Master Trust”). The Master Trust is governed by a trust agreement with the Trustee which is held accountable by and reports to the Committee.

Investments included in the Master Trust are valued at fair value. The registered investment company shares are valued based on published market prices, which represent the net asset value of shares held by the Plan at year-end. Investments in the unitized stock funds are determined by the value of the underlying common stocks combined with the short-term cash positions. The fair values of the common stock portion of the funds are based on the closing price of the common stocks on their primary exchange. The short-term cash positions of the unitized stock funds are recorded at cost, which approximates fair value. Investments in the common/collective trust fund qualify as a stable value fund with underlying investments in fully benefit-responsive investment contracts. The investments are stated at fair value as determined by the issuer based on the fair value of the underlying assets in such trust, then adjusted by the issuer to contract value. Contract value represents contributions made to the trust, plus earnings, less participant withdrawals, and less administrative expenses.

Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.

The Master Trust allocates net investment income/(loss) to the Plan based on the ratio of fair values of the Plan’s investment in each Master Trust account. Net investment income is then allocated to participants on a pro rata basis. Administrative expenses for the year ended December 31, 2007, include Trustee and record keeper fees. Fund management fees are charged directly to the Master Trust and therefore are included in the net change in fair value of investments for the Master Trust. Administrative expenses are allocated pro rata to the Plan and the Eagle Hourly Plan.

Participant Loans

Participant loans are recorded at carrying value, which approximates fair value.

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board issued Statement No. 157, Fair Value Measurements (“FAS 157”). This statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 is effective for the Plan in 2008. The Plan’s management is currently evaluating FAS 157’s impact on its financial statements.

NOTE 3. INTEREST IN THE MASTER TRUST

The fair value of the commingled investments of the participating plans in the Master Trust accounts at December 31, 2007 and 2006, and the undivided percentage interests the Plan holds in each of the Master Trust accounts are summarized as follows:

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007

NOTE 3. INTEREST IN THE MASTER TRUST (continued)

		2007								2006
						Percentage								Percentage
		Fair Value				Interest				Fair Value				Interest
Registered Investment Companies
American Beacon Funds Large Cap Value Plan Ahead Class Fund		$	1,627,293				71.5	%		$	—				—
TCW Select Equities Class N Fund			—				—				124,011				41.4	%
Baron Small Cap Fund			350,607				89.5	%			90,529				83.7	%
JPMorgan Diversified Mid Cap Growth Class A Fund			2,599,706				70.9	%			2,071,483				67.9	%
American Beacon Funds Small Cap Value Plan Ahead Class Fund			672,400				79.8	%			652,087				83.3	%
LMP Aggressive Growth Class A			214,220				40.4	%			—				—
Fidelity Low-Priced Stock Fund			3,509,038				78.5	%			4,835,202				84.3	%
Fidelity Equity-Income II Fund			—				—				1,645,113				74.7	%
Fidelity Diversified International Fund			5,376,448				86.3	%			3,530,476				84.7	%
Fidelity Dividend Growth Fund			—				—				2,294,191				71.0	%
Fidelity Freedom Income Fund			291,282				90.5	%			439,833				94.1	%
Fidelity Freedom 2000 Fund			6,977,530				47.7	%			7,439,495				51.1	%
Fidelity Freedom 2010 Fund			7,311,150				83.1	%			6,623,238				83.7	%
Fidelity Freedom 2020 Fund			8,147,209				80.0	%			7,353,390				82.7	%
Fidelity Freedom 2030 Fund			2,319,577				59.9	%			1,512,822				53.7	%
Fidelity Freedom 2040 Fund			1,537,213				51.4	%			916,627				49.4	%
Spartan Extended Market Index Fund			1,856,275				85.8	%			1,906,348				88.3	%
Spartan U.S. Equity Index Fund			7,442,824				83.9	%			4,892,875				90.4	%
Fidelity U.S. Bond Index Fund			1,987,897				74.7	%			1,803,889				76.7	%
			52,220,669								48,131,609
Eagle Materials Common Stock Fund
Eagle Materials Common Stock			4,076,333								4,971,493
Interest-Bearing Cash Equivalent			126,058								130,696
			4,202,391				82.3	%			5,102,189				82.0	%
Centex Common Stock Fund
Centex Common Stock			163,735								707,820
Interest-Bearing Cash Equivalent			1,722								6,415
			165,457				95.5	%			714,235				97.7	%
Common/Collective Trust
Fidelity Managed Income Portfolio Fund			2,479,135								2,504,981
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			26,942								25,213
			2,506,077				81.9	%			2,530,194				85.8	%
		$	59,094,594							$	56,478,227

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007

NOTE 3. INTEREST IN THE MASTER TRUST (continued)

Net investment income/(loss) of the Master Trust accounts for the year ended December 31, 2007, and the Plan’s share of net investment income/(loss) of each Master Trust account is summarized as follows:

		Net Appreciation
		(Depreciation) in				Interest				Net				Share in Net
		Fair Value of				and				Investment				Investment
		Investments				Dividends				Income/(Loss)				Income/(Loss)
American Beacon Funds Large Cap Value Plan Ahead Class Fund		$	(181,886	)		$	74,237			$	(107,649	)			71.9	%
TCW Select Equities Class N Fund			16,536				—				16,536				21.7	%
JPMorgan Diversified Mid Cap Growth Class A Fund			(14,156	)			353,815				339,659				68.6	%
Baron Small Cap Fund			(3,341	)			22,859				19,518				88.8	%
American Beacon Funds Small Cap Value Plan Ahead Class Fund			(138,727	)			88,896				(49,831	)			78.1	%
LMP Aggressive Growth Class A			(7,843	)			—				(7,843	)			38.3	%
Fidelity Low-Priced Stock Fund			(177,402	)			362,141				184,739				87.6	%
Fidelity Equity-Income II Fund			80,968				73,082				154,050				70.8	%
Fidelity Diversified International Fund			218,364				380,608				598,972				84.4	%
Fidelity Dividend Growth Fund			62,509				136,963				199,472				72.5	%
Fidelity Freedom Income Fund			(849	)			17,890				17,041				92.2	%
Fidelity Freedom 2000 Fund			(40,629	)			411,572				370,943				48.2	%
Fidelity Freedom 2010 Fund			95,577				432,264				527,841				84.0	%
Fidelity Freedom 2020 Fund			156,130				527,925				684,055				82.9	%
Fidelity Freedom 2030 Fund			37,060				123,212				160,272				52.7	%
Fidelity Freedom 2040 Fund			26,779				92,240				119,019				52.8	%
Spartan Extended Market Index Fund			5,710				119,400				125,110				90.0	%
Spartan U.S. Equity Index Fund			56,409				124,499				180,908				103.7	%
Fidelity U.S. Bond Index Fund			(1,712	)			92,934				91,222				73.6	%
Eagle Materials Common Stock Fund			(745,187	)			319				(744,868	)			81.4	%
Centex Common Stock Fund			(267,304	)			—				(267,304	)			96.7	%
Fidelity Managed Income Portfolio Fund			—				104,027				104,027				84.6	%
		$	(822,994	)		$	3,538,883			$	2,715,889

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007

NOTE 3. INTEREST IN THE MASTER TRUST (continued)

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

NOTE 4. INCOME TAX STATUS

The Plan has received a determination letter from the IRS dated June 4, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (“the Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

NOTE 5. RELATED PARTY TRANSACTIONS

Certain Plan investments in the registered investment companies, the common/collective trust, and the interest-bearing cash equivalent portion of the EXPSP are managed by the Trustee and, therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets is invested in the Company’s common stock. Because the Company is the Plan Sponsor, transactions involving the Company’s common stock qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transaction rules.

NOTE 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

     The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2007:

		December 31,				December 31,
		2007				2006
Net assets available for benefits per the financial statements		$	45,047,275			$	43,848,995
Adjustment from contract value to fair value for fully benefit-responsive investment contracts held by a common/collective trust			(22,070	)			(21,597	)
Net assets available for benefits per Form 5500		$	45,025,205			$	43,827,398

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007

NOTE 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (continued)

The following is a reconciliation of the increase in net assets available for benefits per the financial statements to the Form 5500 at December 31, 2007:

		December 31,
		2007
Net increase in net assets available for benefits per the financial statements		$	1,198,280
Net change in adjustment from contract value to fair value for fully benefit-responsive investment contracts held by a common/collective trust			(473	)
Net increase in assets available for benefits per Form 5500		$	1,197,807

The accompanying financial statements present fully benefit-responsive contracts at contract value, while the Form 5500 requires fully benefit-responsive investment contracts to be reported at fair value. Therefore, the adjustment from contract value to fair value for fully benefit-responsive investment contracts represents a reconciling item.

NOTE 7. SUBSEQUENT EVENTS

On May 2, 2008, the Board of Directors of the Company approved an employer profit sharing contribution to the Plan in the amount of $2,584,115, net of forfeitures of $150,000, which was remitted to the Master Trust in May 2008.

SUPPLEMENTAL SCHEDULE

PROFIT SHARING AND RETIREMENT PLAN OF EAGLE MATERIALS INC.

SCHEDULE H; LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

EIN#: 75-2520779
PLAN #: 002

DECEMBER 31, 2007

(c)

Description of Investment,

(b)

Including Maturity Date,

Identity of Issue, Borrower,

Rate of Interest, Collateral,

(d)

(e)

(a)

Lessor, or Similar Party

Par, or Maturity Value

Cost

Current Value

*

Participants

Loans with interest rates from 6% to 9%

$

—

$

350,808

SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee which administers the Profit Sharing and Retirement Plan of Eagle Materials Inc. has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

INDEX TO EXHIBIT

Profit Sharing and Retirement Plan of Eagle Materials Inc.

Exhibit				Filed Herewith or
Number		Exhibit		Incorporated by Reference
23		Consent of Ernst & Young LLP		Filed herewith